The Nomination Committee consists of the following persons:

• Håkan Svanberg, appointed by Håkan Svanberg & Co Health Care AB, Chairman of the Nomination Committee
• Heinz-Juergen Bertram, appointed by Symrise AG
• Anna Magnusson, appointed by Första AP-fonden

The Nomination Committee’s task is to submit to the Annual General Meeting proposals regarding the number of Board members and deputes, Board composition and its Chairman, Board and Auditors’ fees, decisions on nomination committee, chairman of the Annual General Meeting and election of auditors.

Shareholders who wish to submit proposals to the Nomination Committee must do so in writing at the latest on March 4th, 2024 to valberedningen@swedencare.se or the following address:

Att: Nomination Committee

Swedencare AB

Medeon Science Park

Per Albin Hanssons väg 41

205 12 Malmö, SWEDEN

Principles for Nomination Committee

The company shall, in due time, provide information on the names of the members of the nominating committee on the company’s website. The nominating committee consists of the three largest shareholders as of September 30^th, 2023. The previous year’s nomination committee chairman contacts and confirms the representatives of the three largest shareholders who will participate in the nomination committee.

Notice of Annual General Meeting 2024
The Board of Directors proposal for a decision on authorization 
Form of Power of Attorney
Committees
The Nomination Committee statement

Swedencare

Subsidiaries/Sales Company

The Board of Directors are responsible for the Company’s strategic and financial targets and, together with the management, for the strategic planning. In the BoD, there is an extensive experience of international sales and marketing as well as a wide international network. The Managing Director and CFO are responsible to provide a business plan in line with the BoDs strategic and financial targets. They are also responsible for financial planning, and questions and communication with the stock exchange. The CEO of the Company, together with the managing directors of the subsidiaries, is a management team responsible for product development as well as sales and marketing.

 

Håkan Svanberg

Ulrika Valassi

Håkan Lagerberg

CEO

CFO

John Kane

Europe

John Leonard

Ioanna Psychogiou

David Ryder

Director of the subsidiary Custom Vet Products Ltd

David has been employed since 2012. Over 17 years of experience in sales management and marketing in the animal health Industry.

MSC in Computing and business information systems from Liverpool John Moore’s University.

No other assignments.

Number of Shares* in Swedencare: 620 095

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Sabine Uhde

Renato della Valle

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*Holdings include related parties per 2023-12-31.

Articles of Association for Swedencare AB (publ) (556470-3790)

1. COMPANY NAME

The company name is Swedencare AB (publ). Public company.

2. REGISTERED OFFICE

The registered head office of the company is in the municipality of Malmö.

3. OBJECTS OF THE COMPANY

The company objective is, directly or indirectly, the development, manufacture and sale of products within the area of animal healthcare and preventive dental care and other business compatible therewith.

4. SHARE CAPITAL

The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000.

5. NUMBER OF SHARES

The number of shares shall be not less than 50,000,000 and not more than 200,000,000.

6. FINANCIAL YEAR

The company’s financial year shall be calendar year.

7. BOARD OF DIRECTORS

The board of directors shall consist of not less than three and not more than seven board members with not more than two deputy board members. The board members and deputy board members are elected annually for the period until the close of the first annual general meeting held after the year in which the board member or deputy board member was appointed.

8. AUDITOR

For audit of the company’s annual report, the accounts and the administration of the board of directors and managing director, not less than one auditor and not more than two auditors with or without deputy auditors shall be elected.

9. ANNUAL GENERAL MEETING

The following matters shall be addressed at the annual general meeting:

1. Election of a chairman at the meeting;
2. Preparation and approval of the voting list;
3. Election of one (1) or two (2) persons to verify the minutes of the meeting;
4. Approval of the agenda;
5. Determination of whether the meeting was duly convened;
6. Submission of the annual report and the auditor’s report, and if applicable, the group accounts and the auditor’s report for the group;
7. Resolutions
   1. regarding the adoption of the income statement and balance sheet, and if applicable, the consolidated income statement and the consolidated balance sheet
   2. regarding allocation of profit or loss in accordance with the adopted balance sheet
   3. regarding the discharge from liability of the board members and, where applicable, of the managing director;
8. Determination of fees for the board of directors and, where applicable, for the auditors;
9. Election of the board of directors and auditors; and
10. Other matters which rest upon the meeting according to the Swedish Companies Act or the company’s articles of association.

10. NOTICE TO ATTEND

Notice to attend a general meeting shall be advertised in Post- och Inrikes Tidningar (The Official Swedish Gazette) and on the company website. At the time of notice, information about the notice shall be advertised in Dagens Industri. The notice shall immediately, and at no cost for the recipient, be sent by post to those shareholders who so request and state their address

Notice to attend an annual general meeting and notice to attend an extraordinary general meeting at which the issue of alterations of the articles of association is to be addressed shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. Notice to attend an extraordinary general meeting other than such as mentioned above shall be issued not earlier than six weeks and not later than two weeks prior to the general meeting.

11. APPLICATION IN ADVANCE

A shareholder, who wishes to participate at the general meeting, shall notify the company thereof not later than on the date specified in the notice to attend the general meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting. If the notice to attend the general meeting does not state a last day for notification, then notification is not required in order to participate at the general meeting. A shareholder who wishes to be accompanied by advisors at a general meeting shall state the number of advisors (not more than two) accompanying the shareholder in the application.

12. CSD CLAUSE

The company’s shares shall be registered in a CSD (central securities depository) register in accordance with the Financial Instruments (Accounts) Act (1998:1479).

13. COLLECTION OF PROXIES AND POSTAL VOTES

The board of directors may collect proxies in accordance with the procedure specified in Chapter 7, Section 4, second paragraph, of the Swedish Companies Act.

The board of directors may, prior to a general meeting of the shareholders’, decide that the shareholders shall be able to exercise their voting rights by post before the general meeting of the shareholders’.

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Articles of Association adopted at the general meeting held on April 29, 2021

At the 2022 Annual General Meeting, the authorized auditing firm Deloitte AB was appointed for a one-year period up to and including the 2023 Annual General Meeting.

The auditor reviews the company’s annual report, interim report for the third quarter, and accounting, as well as the Board’s and the CEO’s administration.

Swedencare’s AUDITOR
Maria Ekelund
Principal auditor
Authorized Public Accountant at Deloitte AB.
Auditor in the group since 2023.